Last Will and Testament

Last Will and Testament

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LAST WILL

OF

I, , of ,

, declare this to be my last will and testament.

FIRST: I hereby declare this as my last will and testament, superceding any and all other wills and testamentary dispositions made by me at any time prior to the execution of this instrument.

SECOND: I direct that my debts, expenses of my last illness, funeral and the administration of my estate, shall be paid by my personal representative from my residuary estate.

THIRD: All inheritance, estate, and succession taxes (including interest and penalties thereon) payable by reason of my death shall be paid from my residuary estate without apportionment or reimbursement from any person.

FOURTH: I declare that I am married to . We have four (4) children, namely, , , and .

FIFTH: I hereby nominate and appoint my wife as personal representative of this will and my estate. In the event she is unable or unwilling to serve, I then nominate and appoint my son, , as such personal representative.

SIXTH: I authorize and empower any of the above persons who serves as personal representative in his absolute discretion and from time to time and without order of court to sell, mortgage, pledge, lease or otherwise dispose of all or any part of my estate.

1. I further authorize my personal representative to retain any interests or undivided interests in any real estate, business, farm, ranch, or other property.

2. I further authorize my personal representative to exercise discretion and judgment, make elections, exercise options, grant consents, and select alternatives in connection with the administration, management, investment, disposition, distribution, and tax preparation and determination.

3. I further direct that the purchaser of my property sold or otherwise disposed of by my personal representative shall be under no duty to follow the proceeds.

4. This provision is intended to illustrate the broad powers authorized for my personal representative and is not intended to limit in any way the authority of my personal representative as granted by law.

SEVENTH: I give and devise all my automobiles, household furniture and furnishings, and personal effects to my wife, provided she survives me for thirty days; or if she does not so survive me, to my children who survive me for thirty days.

EIGHTH: I give and devise all my remaining estate and property, wheresoever situated, which I may own or have any interest in, or to which I may be entitled at the time of my death, but not including any property over which I may have a power of appointment, as follows:

1. Provided my spouse survives me, my personal representative shall distribute to my spouse and my children, acting jointly as co-Trustees of the trust herein established, for the benefit of my spouse, such portion of my remaining estate and property that has a value equal to the maximum unlimited marital deduction as finally determined for federal estate tax purposes.

a. Said distribution shall be reduced by the amount needed to increase my taxable estate for federal estate tax purposes.

b. My personal representative shall have sole discretion in allocating assets and properties among my beneficiaries and the trust hereunder.

c. No death taxes shall be paid out of property passing to or for the benefit of my spouse hereunder, unless my spouse specifically waives all or a portion of the benefits hereunder, and elects that taxes be paid.

2. The balance of my remaining estate and property shall be allocated and distributed consistent with the following:

a. Provided my spouse survives me, such balance of my remaining estate and property shall be allocated among my four (4) children in equal shares.

(1) The share allocated to any child who is then living, shall be distributed to such child outright, provided the child survives me by one hundred eighty (180) days.

(2) If a child does not so survive me, the portion allocated for such child shall be distributed to my spouse and my surviving children acting jointly as co-trustees.

b. Provided my spouse does not survive me, all of my remaining estate and property shall be allocated and distributed as follows:

(1) Ten percent (10%) of my said remaining estate shall be distributed to the Foundation.

(2) Ten percent (10%) of my said remaining estate shall be distributed to the Foundation, Inc.

(3) My personal representative shall have reasonable discretion in requiring direction and restriction on the endowment funds to assure their utilization consistent with the intended benefits.

(4) It is the intention of my spouse and myself that approximately ten percent (10%) of our combined estates be contributed to each of the charities mentioned.

(5) After allowing for the above contributions, all of my remaining estate and property shall be distributed to my spouse and my surviving children, acting jointly, of the trust for the benefit of my children and other descendants as herein provided.

3. Notwithstanding the foregoing provisions, if my spouse survives me, but dies within one-hundred eighty days of my death, the gift and devise to my spouse shall be reduced.

4. Nothing herein shall preclude my spouse or any other beneficiary from waiving or otherwise disclaiming all or any portion of the benefits available hereunder or otherwise because of my death.

NINTH: The trust established for the benefit of my spouse shall be established, governed and administered consistent with the following provisions.

1. During the lifetime of my spouse, such spouse shall receive or have applied by Trustee directly for the benefit of such spouse, so much of the income and principal thereof as my spouse shall from time to time in writing demand.

2. Upon the death of my spouse, any remaining trust property shall be distributed to such persons or organizations or the estate of my spouse, in trust or otherwise as my spouse shall appoint by last Will, specifically referring to this provision.

3. Any property not effectively so appointed shall be distributed to the trust herein for the benefit of my children and other descendants.

TENTH: The portion distributable to the trust for the benefit of my children and other descendants shall be divided into equal separate portions and trusts.

1. Benefit. Trustee shall distribute to, or use for the benefit of the beneficiary so much of the income and principal of the related Trust, as Trustee determines to be required for the reasonable support, maintenance, and education of beneficiary and the immediate family of beneficiary.

2. Allocation of Assets. Any notes or other obligations from a child or other descendant to either my spouse or myself or our estates shall be allocated and distributed to the trust for the benefit of such child and the descendants of that child.

3. Distribution of Trusts. The property and assets of the trusts hereunder shall be held and distributed as follows.

a. At any time after five (5) years after the later death among my spouse and myself, Trustee shall distribute such portion or all of the trust established to the beneficiary concerned.

b. As an exception to the foregoing, no distribution of principal as above provided shall be made from the trust established for the benefit of my son, and his descendants prior to January 1, 2007.

c. As an additional exception, if my daughter, , is not surviving at the time her interest becomes vested, the respective trust established for such daughter and her descendants shall be held, administered and distributed as follows:

(1) The sum of Dollars ($00.00) shall be distributed outright to each of the following grandchildren of .

(2) Provided my grandson, , is surviving at that time, one-half of the remaining trust property and assets concerned shall be segregated.

(3) The remaining one-half of the trust assets shall be held in a separate trust for the benefit of and any other children born hereafter.

d. The interest of a beneficiary shall become vested at the time and to the extent such beneficiary is entitled to request a distribution of the principal hereunder.

e. For purposes of this article, the value of a trust shall be its value as of the time a beneficiary first became entitled to request a distribution.

ELEVENTH: Any trust or trusts established hereunder shall be governed by the following:

1. Young Beneficiaries. In the event any beneficiary who is entitled to a benefit hereunder is under the age of thirty-five (35) years when a distribution of principal is to be made, Trustee shall continue to hold such property and assets in trust.

2. Termination. Notwithstanding anything to the contrary, any trust hereunder shall terminate not later than twenty-one (21) years after the last death of my descendants living at the time of my death.

3. Nonalienation. The interest of any beneficiary hereunder, either as to income or principal shall not be anticipated, alienated, or in any other manner assigned.

4. Alternate or Successor Trustee. The following shall be utilized in designating an alternate or successor Trustee.

a. In the event any individual Trustee is unable or unwilling to act, the other designated party or parties Trustee shall be authorized to act or continue acting as Trustee.

b. By a majority vote of the then acting individual parties Trustee, a bank or trust company may be designated to act as a co-Trustee with the individuals.

c. By a majority vote of the then acting parties Trustee, a bank or trust company may be designated to act alone and succeed all individual Trustees hereunder.

d. The designation of a bank or trust company as a co-Trustee, or as a sole Trustee, may apply to all of the separate trusts established hereunder, or may apply to only a particular trust as separated hereunder.

e. In the event all of the designated individual parties Trustee are unable or unwilling to act, a successor Trustee shall be appointed by a decision of the majority of the income beneficiaries at that time in the trust concerned.

f. Any successor party Trustee shall have the full power and authority as if originally designated a party Trustee hereunder.

5. Voting Authority. Except as otherwise restricted hereunder, voting authority among the parties Trustee shall be as follows:

a. The individual Trustees shall have equal voting authority among them.

b. If a bank or trust company is serving as a co-Trustee, such bank or trust company shall have fifty percent (50%) of the voting authority.

c. Decisions of the Trustee shall be made by a majority vote, based on the voting authority.

d. Any Trustee may at any time by a signed instrument delegate to the remaining parties Trustee, any or all powers and discretion under this instrument.

6. Discretion. No party Trustee shall participate in the exercise of any discretion with respect to the distribution of income or principal of any portion of the trust property in which he, or any person he is obligated to support, has any beneficial interest.

7. Early Distribution. If at any time a trust created hereunder shall be of such a value that it is inadvisable and uneconomical to continue to hold it in trust, Trustee may terminate such trust and distribute the assets thereof to the current income beneficiary or beneficiaries of the Trust.

8. Death of Beneficiary. Upon the death of any vested beneficiary hereunder, any property remaining in the trust concerning such beneficiary shall be distributed as such beneficiary shall appoint by last Will.

9. Governing Provisions. Trustee shall act in accordance with, and the trusts shall be governed by the following provisions.

10. Authority. Trustee hereunder shall be authorized and empowered, and shall have absolute discretion from time to time to retain, purchase, sell, mortgage, lease, or otherwise obtain, deal in, and dispose of all or any part of the trust estate.

a. Trustee shall further be authorized to retain any interests or undivided interests in any properties or holdings, whether incorporated or unincorporated.

b. Trustee is expressly authorized to acquire or dispose of by any method, any real estate, stocks, shares, bonds, partnerships interests, or other investments.

c. Trustee is expressly authorized to add to and commingle any trust hereunder with any other trust created for the benefit of the same beneficiary or beneficiaries.

d. Trustee, as in its sole discretion deems advisable for the best interests of the trust and the trust beneficiaries, may pay from the trust property all taxes and duties.

e. Distributions and termination of the trust or trusts hereunder shall be made with reasonable timeliness.

f. The trust hereunder shall be deemed to have an initial situs in my state of residence at the time of my death.

g. Trustee shall in addition thereto and in furtherance thereof have all powers of a Trustee under the state laws of the state where the trust has its situs.

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